S-1/A 1 dolphin1008s1amend3.txt As filed with the Securities and Exchange Commission October 9, 2008 Registration No. 333-149143 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOLPHIN DIGITAL MEDIA, INC. (Exact name of registrant as specified in its charter) NEVADA 7200 86-0787790 (State or jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation Classification Code Number) Identification No.) or organization) 82 AVENUE ROAD TORONTO, ONTARIO, CANADA M5R 2H2 (416) 929-5798 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) WILLIAM O'DOWD, IV CHIEF EXECUTIVE OFFICER 82 AVENUE ROAD TORONTO, ONTARIO, CANADA M5R 2H2 (416) 929-5798 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Joel D. Mayersohn, Esq. Roetzel & Andress p.o. box 9748 Fort Lauderdale, Florida 33310 (954) 462-4150 Approximate date of proposed sale to the public: From time to time after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One) Large Accelerated Filer |_| Accelerated Filer |_| Non-accelerated Filer |_| Smaller Reporting Company |X| CALCULATION OF REGISTRATION FEE ________________________________________________________________________________ PROPOSED AMOUNT TO MAXIMUM PROPOSED AMOUNT OF TITLE OF EACH BE OFFERING PRICE MAXIMUM REGISTRATION CLASS OF SECURITIES REGISTERED PER SHARE AGGREGATE FEE TO BE REGISTERED (1) (2) OFFERING PRICE (3) --------------------- ---------- -------------- -------------- ------------ Common Stock, par value $.015 per share,upon exercise of Warrants 2,143,314 $ 1.20 $ 2,571,977 $ 101.08 ________________________________________________________________________________ (1) The number of shares of Common Stock registered hereunder represents a good faith estimate by us of the number of shares of Common Stock issuable upon exercise of the Warrants. (2) Estimated solely for the purpose of computing the amount of the registration fee, based on the average of the bid and asked prices for our Common Stock on the over-the-counter market on February 4, 2008, pursuant to Rule 457(c) of the Securities Act. (3) Previously paid with initial filing of S-1 Registration Statement on February 11, 2008. _____________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ii EXPLANATORY NOTE The undersigned registrant hereby files this Pre-Effective Amendment No. 3 to Form S-1 to include the following exhibit under "Item 16. Exhibits" and in the Exhibit Index: Exhibit No. Description 5.1 Legal Opinion of Michael J. Morrison ii SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned on October 9, 2008. DOLPHIN DIGITAL MEDIA, INC. By: /s/ William O'Dowd, IV ------------------------- William O'Dowd, IV Chief Executive Officer, Chairman, and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to Registration Statement has been signed by the following persons in the capacities and the dates indicated. /s/ William O'Dowd, IV ----------------------------- William O'Dowd, IV Chief Executive Officer, October 9, 2008 Chairman, and Director (Principal Executive Officer) and Principal Financial Officer) /s/ Giuseppe Pino Baldassarre ----------------------------- Giuseppe Pino Baldassarre President, Managing Director, October 9, 2008 and Director /s/ Michael Espensen ----------------------------- Michael Espensen Director October 9, 2008